Terms of Use

These Terms of Use, our Privacy Policy, Cookie Policy, Environmental Policy, EEO Policy Statement, VEP Diversity Statement and other additional terms we make available on the Platform from time to time (collectively “Terms”) set out the legal obligation vis-à-vis terms and conditions for your interaction and usage of the Platform.

THESE TERMS OF USE CONTAIN A COMPULSORY ARBITRATION PROVISION THAT AIMS TO RESOLVE ANY DISPUTES THAT MIGHT ARISE BETWEEN YOU AND US AS A RESULT OF USING OUR PLATFORM. YOU ACKNOWLEDGE AND AGREE TO WAIVE YOUR RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION.

By clicking “Accept” when prompted or, using or accessing the Platform, you understand that you will adhere to these Terms and all other operating rules, policies, and procedures that may be issued periodically on the Platform by us, each of which is incorporated by reference periodically by us. If you do not agree to any of these Terms, including the compulsory arbitration provision, you must stop using the Platform.

By accepting these Terms, you agree that the Terms constitute a binding contract, effective as of the date of first acceptance by you, between Venture Executive Partners Limited (hereinafter referred to as “VEP”, “we”, “us”, or “our”) and you the user (hereinafter referred to as (“you”, “your”) (each a “Party” to the contract and collectively, the “Parties”).

THE SERVICE

VEP provides human capital advisory, knowledge-as-a-service through Phone Consultations, Surveys, etc. as specified in more detail on the Platform. If you wish to avail our Services, you will be mandated to execute a service contract and other documents if applicable which contains confidentiality, payment, services, and other relevant details (collectively “Relevant Agreement”). When you sign the Relevant Agreement, you agree to the terms of the Relevant Agreement and will have entered into a legally binding agreement with us, and we will provide services to you according to the Relevant Agreement. VEP has partnered with professionals throughout the world who are experts in their respective fields (“VEP Network”).

For the purpose of these Terms, the experts engaged by us as described above shall be referred to as the (“Network Members”). The Network Members are not employees of VEP and are not authorised to represent us on our behalf. Network Members are independent contractors engaged by VEP.

All disputes, claims which arise due to the actions of a Network Member shall not be the liability of VEP, our subsidiaries, affiliates, or any personnel of VEP, our subsidiaries, and affiliates.

ELIGIBILITY

3.1 To use our Platform, you must:

3.1.1 Be at least of age the age of majority and not disqualified from entering into contracts under any law;

3.1.2 complete the registration process;

3.1.3 agree to our Terms; and

3.1.4 provide true, complete, and up to date legal and contact information

3.1.5 You represent and warrant that you have the authority to accept these Terms on behalf of the company you may be affiliated with.

3.1.6 By using Platform, you represent and warrant that you will use Platform only for non-commercial purposes.

3.1.7 By using Platform, you represent and warrant that you meet all the requirements listed above and that you will not use Platform in a way that violates any laws or regulations. VEP may refuse Service, close Accounts of any users, and change eligibility requirements at any time.

3.1.8 By accepting these terms, you represent and warrant that you are qualified concerning the conditions stated herein, therefore, are permitted to use the Platform. If you do not meet any of the conditions stated herein, you shall not access/use the Platform and must cease to be a user.

PERSONAL DATA

To provide you with the Platform as mentioned in these Terms it is required that we collect your basic information as specified in our Privacy Policy (“Personal data”). You agree that your Personal data is collected by us through your consent.

CALIFORNIA AND CALIFORNIA CONSUMER PRIVACY ACT (“CCPA”) PRIVACY RIGHTS AND DISCLOSURES

VEP is committed to protecting your privacy rights. If you are a California resident, you are entitled to additional privacy rights and disclosures under the CCPA. Please refer to our Privacy Policy for all information related to your rights and disclosures under the CCPA when you use our Platform.

EUROPEAN UNION GENERAL DATA PROTECTION REGULATION (“GDPR”)

VEP is committed to protecting your privacy rights. If you are a European Union resident, you are entitled to additional privacy rights and disclosures under GDPR. Please refer to our Privacy Policy for all information related to your rights and disclosures under GDPR when you use our Platform.

ACCOUNT

7.1 To access the Platform and Services, you will be provided a user account when you enter into a legally binding relationship with us by executing a Relevant Agreement (“Account”). For continuous access to our Platform, it is suggested that you provide us with accurate, complete, and updated information wherever applicable. Failing to meet the aforesaid condition may result in the suspension of the respective user Account.

7.2 You agree not to (1) misrepresent yourself as someone else by selecting or using a username a name, email, or phone number of another person; (2) use, as a username, an offensive, vulgar, or obscene name; (3) use as a username a fictitious name or pseudonym.

7.3 You are solely liable and responsible for any activity that occurs on your Account. You agree and understand that you shall not share your user Account password with anybody or do any such act which promotes unauthorized use of your user Account. You shall take all measures to protect your password, including but not limited to, restricting the use of your personal device.

7.4 You must notify us immediately on our Platform of any change in your eligibility to use the Platform, breach of security, or unauthorized use of your Account. You may delete your Account, by sending us a request for Account deletion at legal.compliance@ventureep.co.

7.5 You understand and agree that by creating a user Account, you agree to receive communication concerning marketing emails and SMS from us. You understand and agree that any communication or notification you receive from us electronically shall qualify as legal notice and meet all the legal notice requirements.

PROHIBITED ACTIVITIES

8.1 As a user of the Platform, you agree not to:

8.1.1 systematically retrieve data or other Content from the Platform to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.

8.1.2 make any unauthorized use of the Platform, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user Accounts by automated means or under false pretences.

8.1.3 use a buying agent or purchasing agent to make purchases on the Platform.

8.1.4 use the Platform for advertising or offering to sell goods and services.

8.1.5 circumvent, disable, or otherwise interfere with security-related features of the Platform, including features that prevent or restrict the use or copying of any Platform Content or enforce limitations on the use of the Platform and/or the Platform Content or Content contained therein.

8.1.6 engage in unauthorized framing of or linking to the Platform.

8.1.7 trick, defraud, or mislead us and other users of the Platform, especially in any attempt to learn sensitive account information such as user passwords;

8.1.8 make improper use of our support services or submit false reports of abuse or misconduct.

8.1.9 engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.

8.1.10 interfere with, disrupt, or create an undue burden on the Platform or the networks or services connected to the Platform.

8.1.11 attempt to impersonate another user or person or use the username of another user.

8.1.12 sell or otherwise transfer your profile.

8.1.13 use any information obtained from the Platform in order to harass, abuse, or harm another person.

8.1.14 use the Platform as part of any effort to compete with us or otherwise use the Platform and/or the Platform Content for any revenue-generating endeavour or commercial enterprise.

8.1.15 attempt to bypass any measures of the Platform designed to prevent or restrict access to the Platform, or any portion of the Platform.

8.1.16 harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Platform to you.

8.1.17 delete the copyright or other proprietary rights notice from any Platform Content.

8.1.18 copy or adapt the Platform’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.

8.1.19 upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Platform or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Platform.

8.1.20 upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).

8.1.21 except as may be the result of a standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Platform, or using or launching any unauthorized script or other software.

8.1.22 disparage, tarnish, or otherwise harm, in our opinion, us and/or the Platform.

8.1.23 use the Platform in a manner inconsistent with any applicable laws or regulations.

Communications with network members

You shall under no circumstance circumvent or attempt to circumvent VEP and including without limits, interact, deal, avail services, do business, with the Network Members to avoid paying any fees or other amounts due or which may subsequently become due to VEP, or for any other reasons. All communications between you and the Network Members shall be done through VEP. Relevant Agreement shall contain a detailed statement and instructions regarding communications with the Network Members.

LICENSE

Subject to the Terms, VEP gives you a limited, revocable, non-sublicensable, non-exclusive, and non-transferable license to the Platform (and other items displayed on the Platform for download) only for purposes of using the Platform in accordance with these Terms. It is expressly prohibited without the prior express permission from VEP to use, reproduce, modify, distribute, or store any Content for purposes other than using the Platform consistent with these Terms.

INTELLECTUAL PROPERTY RIGHTS

11.1 The Platform contains Intellectual Property of VEP in the form of content, graphics, videos, audios, text, and any other digital content (“Platform Content”). This is an agreement for the use of Platform, and you are not granted a license to any Platform Content under this Terms. Except to the extent that applicable laws prevent us from doing so, you will not, directly or indirectly:(i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the Platform;

(ii) remove any proprietary notices or labels from the Platform Content; reproduce or copy the Platform Content or any part thereof;

(iii) modify, translate, or create derivative works based on the Platform Content;

(iv) copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Platform Content;

(v) create any derivative product from any of the foregoing;

(vi) without our express written permission, introduce automated agents or scripts to the Platform so as to produce multiple accounts, generate automated searches, requests and queries, or to strip or mine data from the Platform; or

(vii) allow third parties to gain access to the Platform or to Platform Content in any manner other than as expressly permitted in this Terms of Use.

Network Member Intellectual Property

Some of the content on this Platform, including without limitation, the text, software, scripts, graphics, videos, and the like (“Network Member Content”) may be created and developed by Network Members. VEP cannot guarantee and makes no representations as to the accuracy or quality of Network Member Content, all of which is offered “as is.” VEP does not own, develop, endorse, and is not responsible for Network Member Content.

TRADEMARKS

You acknowledge and agree that the Platform, the names and logos and all related product and names, design marks and slogans, and all other material comprising the Platform, are the property of VEP or its affiliates (collectively, the “Marks”). Unless stated otherwise, all Marks are protected as the copyright, trade dress, trademarks and/or other intellectual properties owned by us or by other parties that have licensed their material to us. You are not authorized to use any of the Marks in any advertising, publicity, or any other commercial manner without the prior written consent of VEP. Your use of the Platform confers no title or ownership in the Platform or the Marks and is not a sale of any rights in the Platform or the Marks. All ownership rights remain in VEP or its third-party suppliers, as the case may be.

FEEDBACK

You acknowledge and agree that any comments, ideas and/or reports provided to us (“Feedback”) shall be the property of VEP and you hereby irrevocably transfer and assign to VEP such Feedback, and all associated intellectual property rights, provided however that you shall be free to use such Feedback in the ordinary conduct of your business.

PROTECTION OF INTELLECTUAL PROPERTY

15.1 General.

It is our policy to limit access to our Platform of users who infringe the intellectual property rights of others, as a consequence of which we shall terminate your account. If you find that anything on our Platform infringes any copyright that you own or control, please contact us using the information provided below.

15.2 DMCA Notification.

If you are a copyright owner or an agent thereof and believe that any content made available via the Platform infringes upon your copyright, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing us with the following information in writing:

(a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;

(b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the Platform (providing the URL(s) of the claimed infringing material satisfies this requirement);

(c) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address;

(d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

(e) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf; and

(f) your physical or electronic signature. Please send us all notices in connection with copyright infringements to: legal.compliance@ventureep.co

15.3 Counter-Notice.

If you feel that any of your Content was improperly removed or made unavailable to other users, please contact us via the contact information set forth above.

Network Member Confidentiality Arrangement

Network Members are bound by non-disclosure obligations and as such are barred from sharing your confidential information to any person or entity without your permission. This obligation shall continue until such time as your confidential information has become publicly known through no action of your own. The confidentiality obligations between you and a Network Member providing their services to you shall be more clearly defined in the Relevant Agreement. In the event of any conflict between the terms of these Terms of Use and the Relevant Agreement, the terms of the Relevant Agreement shall prevail.

THIRD-PARTY SERVICES 

The Platform provided by us may permit you to link to other websites, services, or resources on the Internet, and other websites, services or resources may contain links to the Platform. Also, Content may contain links to other websites, services, or resources on the Internet. When you access third party resources on the Internet, you shall do so at your own risk. These other resources are not controlled by us, and you agree that we shall not be responsible or liable for including but not limited to the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link shall not imply our endorsement or any association in any way between their operators and us. You also agree that we will not be responsible or liable in any case, either directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such website or resource.

TERMINATION 

We reserve the right to terminate your access to all or any part of the Platform at any point of time, without providing any cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. You may terminate your Account if you wish to do so by placing a request on our Platform. Any such termination shall immediately revoke the license granted under Section 10, and you shall effective immediately be prohibited from accessing or using the Platform or Content for any reason. The provisions of these Terms which by their nature should survive termination shall survive termination, including but not limited to Licenses, warranty disclaimers, ownership provisions, limitations of liability and indemnification.

RELEASE

To the maximum extent permissible by applicable law, you hereby absolutely release VEP and its affiliates as well as all other users of the Platform from responsibilities including but not limited to, claims, causes of action, liability, expenses, demands, and/or damages (actual and consequential) of all kinds and nature, known and unknown and claims of negligence that may arise from the use of or inability to use, or in relation to your use of and/or reliance on the Platform, including any disputes which may arise between users and the acts or omissions of third parties.

Specific Disclaimers

We are NOT a broker, financial institution, creditor, or charity. VEP does not provide any medical, investment, or legal advice of any kind and no attorney-client relationship is created between you and us.

20.1 You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

20.2 YOUR USE OF THE INTERNET, THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER VEP NOR ANY PERSON ASSOCIATED WITH VEP MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER VEP NOR ANYONE ASSOCIATED WITH VEP REPRESENTS OR WARRANTS THAT THE PLATFORM, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

20.3 TO THE FULLEST EXTENT PROVIDED BY LAW, VEP HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

20.4 THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

WARRANTY DISCLAIMER. 

THE PLATFORM IS PROVIDED “AS IS”, “AS AVAILABLE” BASIS. THE USE OF PLATFORM IS AT THE USER’S SOLE RISK. THE PLATFORM IS PROVIDED WITHOUT WARRANTY, REPRESENTATION, OR GUARANTEE OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,   ANY WARRANTIES OF TITLE OR ACCURACY AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT   AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, WITH THE SOLE EXCEPTION OF WARRANTIES (IF ANY) WHICH CANNOT BE EXPRESSLY EXCLUDED UNDER APPLICABLE LAW. VEP, OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS, AND CONTENT PROVIDERS DO NOT WARRANT THAT:(I) THE PLATFORM IS OR WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME, INSTANCE OR LOCATION;

(II) ANY DEFECTS MATERIAL OR NOT, OR ERRORS WILL BE CORRECTED;

(III) ANY/ALL CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;

(IV) ANY/ALL INFORMATION IS COMPLETE, ACCURATE, UP-TO-DATE, OR RELIABLE;

(V) ANY PARTICULAR SERVICE, CONTENT, OR PRODUCT REFERRED TO IN THE PLATFORM IS SAFE, APPROPRIATE, OR EFFECTIVE FOR YOUR AND/OR YOUR EMPLOYEES;

(VI) THAT RESULTS OF USING THE SERVICES PROVIDED BY US WILL MEET YOUR REQUIREMENTS

(VII) THE USE OF THE PLATFORM PROVIDED BY US SHALL COMPLY WITH ANY LAWS, RULES, REGULATIONS, REQUIREMENTS, POLICIES, QUALIFICATIONS, OR BEST PRACTICES, INCLUDING BUT NOT LIMITED TO PRIVACY LAWS, PROFESSIONAL LICENSURE, OR REIMBURSEMENT;

(VIII) THE USE OF THE PLATFORM SHALL NOT RESULT IN LEGAL DUTIES OR LIABILITY. WE DO NOT GUARANTEE IN ANY INSTANCE THAT ANY PARTICULAR CONTENT OR MATERIAL SHALL BE MADE AVAILABLE THROUGH THE PLATFORM.

LIMITATION ON TIME TO FILE CLAIMS

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

CLASS ACTION WAIVER

The Parties hereby expressly waive their right to bring or participate in a class action lawsuit. The Parties agree that each may bring claims to the fullest extent legally permissible against the other only in their individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Further, unless both you and we agree otherwise, an arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.

INDEMNIFICATION 

You acknowledge and agree that you shall at all times defend, indemnify, and hold harmless us, our affiliates and each of our and our affiliates’ including but not limited to, respective officers, directors, contractors, employees, agents, suppliers, and representatives against all liabilities, claims, fees, costs, penalties or sanctions, losses, expenses, and interest of any nature, including reasonable attorneys’ fees, arising out of or which may relate to:

(a) your use or misuse of, or access to, the Platform;

(b)your violation of any privacy, professional, ethics, licensing, or consumer protection laws, rules, or regulations;

(c) your misuse of anyone’s private, proprietary, or Personal data;

(d) infringement by you (or any third party using your Account or identity in the Platform) of any intellectual property or other rights of any person or entity; or

(e) otherwise in violation of these Terms in any way. It is our right to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you shall assist and cooperate with us in asserting any available defences at your expense, including reasonable attorneys’ fees incurred by us.

LIMITATION OF LIABILITY. 

THE USE OF THE PLATFORM OFFERED BY US IS ENTIRELY AT YOUR OWN RISK. IN NO CASE SHALL WE, NOR OUR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, PARTNERS, SUPPLIERS, CONTENT PROVIDERS, OR ANY USERS BE LIABLE TO YOU UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH REGARDS TO THE PLATFORM FOR:

(I) ANY LOST PROFITS, LOSS IN REVENUE, LOSS OF GOODWILL, ANY DATA LOSS, LOSS OF USE, COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, OTHER INTANGIBLE LOSSES, OR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, EXEMPLARY, RELIANCE, PUNITIVE, LIQUIDATED, OR ANY SIMILAR CONSEQUENTIAL DAMAGES OF ANY TYPE WHATSOEVER (HOWEVER ARISING),

(II) ANY, VIRUSES, BUGS, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGIN),

(III) ANY PERSONAL INJURY OR HARM, INCLUDING DEATH, WHICH IS CAUSED BY YOUR USE OR MISUSE OF THE PLATFORM,

(IV) ANY CLAIMS, DEMANDS, OR DAMAGES ARISING OUT OF OR RELATING TO ANY DISPUTE BETWEEN YOU AND ANY OTHER USER OF THE PLATFORM, OR

(V) ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OR GREATER THAN ANY FEES PAID BY YOU FOR USING OF PARTICULAR SERVICES DURING THE IMMEDIATELY PREVIOUS THREE (3) MONTH PERIOD. REMEDIES UNDER THESE TERMS OF USE ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED FOR IN THESE TERMS OF USE. NOTHING IN THESE TERMS OF USE SHALL BE DEEMED TO EXCLUDE OR LIMIT YOUR LIABILITY IN RESPECT OF ANY INDEMNITY GIVEN BY YOU UNDER THESE TERMS.

GOVERNING LAW AND DISPUTE RESOLUTION

The parties agree that the validity, operation, and performance of these Terms shall be governed by and interpreted in accordance with the laws of Hong Kong applicable therein (notwithstanding conflict of law rules). The Parties do expressly and irrevocably concede to the jurisdiction of courts located in Hong Kong with respect to any matter or claim, suit, action or proceeding arising under or related to these Terms.

Any dispute concerning the subject matter of these Terms, or the breach, termination, or validity thereof (a “Dispute”) will be settled exclusively in accordance with the procedures set forth herein. The party seeking resolution of a Dispute will first give notice in writing of the Dispute to the other party, setting forth the nature of the Dispute and a concise statement of the issues to be resolved. If the Dispute has not been resolved through good faith efforts and negotiations of senior officers or representatives of the parties within fifteen (15) days of receipt by the relevant party of the notice of Dispute, such notice will be deemed to be a notice of arbitration and the parties agree to submit the Dispute to a single arbitrator. The arbitrator is required to have experience in arbitrating cases involving investment banking, merchant banking, private equity funds, or hedge funds, and shall be appointed by the Hong Kong International Arbitration Centre (HKIAC). The Dispute shall be finally resolved pursuant to the HKIAC Domestic Arbitration Rules in force.  The venue of such arbitration shall be Hong Kong. All decisions and awards rendered by the arbitrator will be final and binding upon the parties for all questions submitted to such arbitrator, and the costs associated with such submission shall be shared equally by the parties involved in the Dispute unless the arbitrator decides otherwise. The parties waive all rights of appeal, therefore to any court or tribunal, and agree that the only recourse by any party to any court will be for the purpose of enforcing an arbitration award. The language to be used in the arbitral proceedings shall be English, and documentary evidence in other languages must be accompanied by a translation into English when submitted in the arbitral proceedings. All evidence disclosed, and submissions made, as part of the arbitration shall remain at all times confidential, subject to any duties that a Party has to make disclosure to others as required by law, which disclosure shall be limited to that which is absolutely required.

MODIFICATION.

We shall have the right to make modifications or replace any of the Terms, or suspend, change, or discontinue the Platform (including but not limited to, the availability of any featured content, or database,) at any time or instance by posting a notice through the Platform. We may also do so by sending you a notice via email, via the Platform, or by any other means of communication. We reserve the right to impose limits on certain features and services. We may if required to do so restrict your access to parts or all of the Platform without notice or liability. We endeavour to try and provide notice of modifications to these Terms. However, you also agree that it is also your responsibility to make reasonable efforts to be aware of such modifications.

When you continue to use the Platform after notification of any modifications to the Terms shall mean acceptance of those modifications, and those modifications shall apply to your continued use of the Platform going forward. Your use of the Platform is subject to the Terms in effect at the time of such use.

MISCELLANEOUS

28.1 Entire agreement and severability. These Terms are the entire agreement between you and us with regards to the Platform. These Terms supersede all prior, contemporaneous communications and proposals made (whether oral, written, or electronic) between you and us with regards to the Platform. If any provisions mentioned in these Terms are found to be unenforceable or invalid, that particular provision or provisions will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. In the event of the failure of either Party to exercise in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder.

28.2 Relationship of the parties. You and VEP are independent contractors. These Terms shall not and do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship of any kind between the Parties. You shall not have any authority of any kind to bind us in any respect. Unless expressly stated otherwise in these Terms, there are no third-party beneficiaries to the Terms. We do not have any special relationship you nor any fiduciary duty.

28.3 Force majeure. We will not be liable in any case for any failure or delay in the performance of our obligations for any reason hereunder if such failure results from: (a) any cause beyond our reasonable control, including but not limited to, mechanical, electronic or communications failure or degradation, denial-of-service attacks, (b) any failure by a third-party hosting provider or utility provider, (c) strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

28.4 Assignment. You agree that these Terms are personal to you, and are not assignable, transferable or sublicensable by you. We reserve the right to assign, transfer or delegate any of our rights and obligations hereunder without obtaining consent.

Notices. All notices under these Terms shall be in writing Unless otherwise specified in these Term of Service. Notices to us shall be sent by email to legal.compliance@ventureep.co. You shall ensure written confirmation of receipt for notice to be effective. Notices to you shall be sent to your last known email address (or the email address of your successor, if any) and/or to any email address that would be reasonably likely to provide notice to you, and such notice shall be effective upon transmission.

28.5 No waiver. Our failure to enforce any part of these Terms shall not constitute a waiver of our right to later enforce that or any other part of these Terms. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future.

28.6 Interpretation. The headers are provided only to make this agreement easier to read and understand.

CONTACT

You may get in touch with us through our Platform or the address given below:

Venture Executive Partners Limited

1603, 16th Floor, The L. Plaza

367-375 Queens Road, Central

Hong Kong SAR

legal.compliance@ventureep.co